Swiss company formation — choose the right vehicle, then the right canton.

Capital, shareholders, board residency

Minimum share capital is CHF 100,000, of which CHF 50,000 or 20% of the subscribed amount (whichever is higher) must be paid in at formation (OR art. 621 and art. 632). Shareholders can be one or more natural or legal persons of any nationality and residency, and are not disclosed in the Handelsregister. At least one board member with signatory authority must reside in Switzerland (OR art. 718.4). Bearer shares were abolished in 2019; only registered shares are issued since (OR art. 622.1bis). An ordinary audit is triggered only once two of three thresholds (balance-sheet total CHF 20m, revenue CHF 40m, 250 FTEs) are crossed for two consecutive years (OR art. 727); below that, a limited-scope review applies.

Typical use cases

Raising external or institutional capital, serving as the Swiss HQ of an international group, holding company (cross-link: Swiss holding structures), listed or pre-listed entity, and family-office vehicles where share-class flexibility matters.

Read the full AG setup walk-through

Capital, partners, managing director

Minimum share capital is CHF 20,000 and must be fully paid in at formation (OR art. 773 and art. 777c). Contributions can be cash or in-kind (real estate, machinery, IP). The capital is deposited to a bank consignment account and blocked until the Handelsregister entry is issued. There must be at least one partner, of any nationality or residency. Unlike an AG, partners and their holdings are disclosed in the Handelsregister. At least one managing officer (Geschäftsführer) with sole or joint signature must be resident in Switzerland (OR art. 814.3).

Typical use cases

Owner-managed SMEs, freelancers professionalising past sole-proprietorship, family operations, EU-parent subsidiaries where simplicity beats share-class flexibility, and property or IP SPVs where the lower capital matters.

Read the full GmbH setup walk-through

Sole proprietorship (Einzelfirma / Raison individuelle)

No minimum capital. Handelsregister entry is mandatory once annual turnover reaches CHF 100,000 (HRegV art. 36) and voluntary below. Liability is unlimited and personal, which is the defining downside against a GmbH. The owner is taxed as a natural person and pays AHV (old-age insurance) contributions on entrepreneur's income.

Branch office (Zweigniederlassung / Succursale)

No capital requirement; the branch is an extension of a foreign parent. A Handelsregister filing is still required and the branch must appoint a Swiss-resident representative. The branch is taxed in Switzerland on branch profit; the foreign parent remains legally responsible for branch obligations.

Verein / Stiftung (association / foundation)

The Verein (non-profit association, ZGB art. 60-79) has no minimum capital and only enters the Handelsregister if it pursues a commercial activity. The Stiftung (classical foundation) requires a dedicated purpose and an irrevocable asset endowment; charitable cross-border foundations are FINMA-supervised. Both forms are typical for NGOs and grant-making vehicles, not for operating commercial businesses.

Step-by-step process (AG & GmbH)

1. 1. Name check via zefix — 1 day. Confirm the company name is available across all cantonal registers.
2. 2. Draft articles of association — 3 to 7 days. Includes notary review of share-class structure (AG) or partner agreement (GmbH).
3. 3. Bank consignment account — 1 to 3 days. Deposit paid-in capital; capital is blocked until Handelsregister entry.
4. 4. Notarial deed of incorporation — 1 day. In-person before a Swiss notary, or video-notarisation where the canton allows it.
5. 5. Handelsregister filing — 7 to 21 days. Cantonal processing; some cantons offer expedited options.
6. 6. VAT registration (if applicable) — 5 to 15 days. Post-incorporation, via ESTV.
7. 7. Operating bank account — 5 to 30 days. Foreign UBOs may extend the CDD process.
8. 8. Post-incorporation filings — ongoing. UBO filing under the 2025 TJPG Transparency Law, board minutes, tax residency confirmations.

What can (and cannot) be done remotely

Most documents can be signed abroad via apostilled powers of attorney. The notarial deed of incorporation itself typically requires either in-person attendance before a Swiss notary or video-notarisation in the small (but growing) set of cantons that permit it. Bank KYC and CDD for a foreign-owned new entity almost always require at least one in-person meeting or a qualified-introducer workflow, which is covered in our bank-account page.

What affects the timeline, realistically

Completeness of documentation at filing is the main driver. Beyond that, the complexity of the shareholder structure (single founder versus multi-jurisdiction UBO), cantonal Handelsregister backlog, the bank account difficulty tier, and whether VAT registration is needed in year one all shift the end date. We do not publish "48-hour formation" claims, they do not survive contact with a Swiss Handelsregister.

The legal rule — OR art. 718.4 and OR art. 814.3

An AG must have at least one board member with signatory authority (sole or joint) who is resident in Switzerland (OR art. 718.4). A GmbH must have at least one managing officer with signatory authority who is resident in Switzerland (OR art. 814.3). The test is Swiss residency (domicile), not nationality. You, your partner, or your employee can satisfy the rule if they live in Switzerland.

Your options as a foreign founder

• Appoint your own Swiss-resident employee or partner. The cleanest long-term answer, if you have someone who genuinely lives in Switzerland and is willing to carry fiduciary responsibility.
• Relocate under a B permit. For EU and EFTA nationals, this is direct under free movement. For third-country nationals, expect a quota-constrained process with the FNA art. 19 economic-interest test. See our guide on how to relocate on a work permit.
• Use a nominee director service. Legal under Swiss law and widely used. The nominee carries real fiduciary duties, not a paper role. Use a nominee director arrangement if the other two options are not on the table.

Bank account — why it is the hard part

Swiss banks apply rigorous customer-due-diligence and anti-money-laundering checks to new entities, especially foreign-owned ones. Rejection rates are elevated for certain UBO jurisdictions. Three realistic tracks exist: a cantonal or retail Swiss bank (conservative, longer KYC); a private bank (higher minimum balances, faster for clean high-net-worth UBOs); and a fintech or neo-bank (CHF IBANs, lighter onboarding, sometimes needed as a bridge while the main bank processes KYC). We do not list specific bank names on this hub, the bank-account opening page covers that in depth.

VAT — when you need to register

Mandatory registration applies once worldwide taxable turnover crosses CHF 100,000 per year (MWSTG art. 10). For foreign businesses with worldwide turnover above the threshold and any supply made in Switzerland, VAT liability starts from the first franc of Swiss turnover. The standard rate is 8.1% (since 1 January 2024); reduced and accommodation rates are 2.6% and 3.8% respectively. Voluntary registration below the threshold is also possible.

UBO register — OR art. 697j and the pending TJPG

Every Swiss AG and GmbH already operates an in-company UBO register under OR art. 697j: a shareholder or quotaholder who reaches 25 percent of capital or voting rights, alone or in concert, must disclose the ultimate beneficial owner to the company within one month. The company keeps the register; it is not public but is accessible to Swiss tax, criminal and anti-money-laundering authorities on request. In parallel, the draft Transparency of Legal Persons Act (TJPG / LTPM) — Federal Council Dispatch 2023, parliamentary debate 2024–2025 — would add a central federal beneficial-owner register for all Swiss legal persons and trusts with a Swiss nexus, aligned with FATF Recommendation 24 and EU AMLD5. We track the TJPG's final in-force date on fedlex.admin.ch and update engagement letters in line with the final text.

First-year accounting and audit

All AG and GmbH entities maintain statutory bookkeeping and file annual financial statements (OR art. 957 and following). A limited review is the default audit regime; ordinary audit is triggered only when two of three thresholds (balance-sheet total CHF 20m, revenue CHF 40m, 250 FTEs) are crossed for two consecutive years (OR art. 727). Our accounting service handles bookkeeping, VAT returns, annual financial statements and audit coordination.